Title to the Securities. Each Selling Stockholder is the lawful owner of the Securities being offered for sale in the Offering by such Selling Stockholder, with good and marketable title thereto, and the Selling Stockholder has the absolute right to sell, assign, convey, transfer and deliver such Securities and any and all rights and benefits incident to the ownership thereof, all of which rights and benefits are transferable by the Selling Stockholder to the Subscriber, free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, lock-up arrangements, options, rights of first offer or refusal, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. Delivery to the Subscriber of such Securities, upon payment therefor, will (i) pass good and marketable title to such Securities to the relevant Investor(s), free and clear of all Claims, and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Securities.
Title to the Securities. The Securities, when issued, sold and delivered by the Company to Purchaser in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, and will be free and clear of all restrictions, claims, liens, charges and encumbrances whatsoever, except as may exist under applicable federal and state securities laws. Holders of Securities of Common Stock have no preemptive rights to purchase any other Securities or securities of any class that may at any time be sold or offered for sale by The Company. There are no options, warrants, rights or other commitments relating to the sale of the Securities.
Title to the Securities. The Seller has record and beneficial ownership of the Purchased Securities. The Seller has good and valid title to the Purchased Securities, free and clear of all liens, claims, encumbrances and similar restrictions. The Seller has the absolute legal right, power and authority to sell to the Purchasers the Purchased Securities to be sold by the Seller, and upon transfer to the Seller of the Purchase Price, the Seller will pass to the Purchasers good and valid title to the Purchased Securities, free and clear of all liens, claims, encumbrances and similar restrictions.
Title to the Securities. The Selling Stockholder has and on each Closing Date hereinafter mentioned will have valid, unencumbered and marketable title to the Offered Securities to be delivered by the Selling Stockholder on such Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Offered Securities to be delivered by the Selling Stockholder on such Closing Date hereunder; and, upon the delivery of and payment for the Offered Securities on each Closing Date hereunder, the several Underwriters will acquire valid and unencumbered title to the Offered Securities to be delivered by the Selling Stockholder on such Closing Date.
Title to the Securities. The Seller has not previously assigned or transferred the Warrant to any third party, is the legal, record and beneficial owner of the Warrant with good title thereto, and has the absolute right to sell, assign, convey and transfer the Warrant to the Buyer pursuant to this Agreement, free and clear of any and all liens, claims and encumbrances (except for the security interest contained herein).
Title to the Securities. No person has any conflicting right, contingent or otherwise, to purchase or to be offered any of the Securities; the Seller has valid title to, and the legal right and the power to sell and transfer full beneficial and legal interest in, the Securities, and transfer of the Securities to the purchasers procured by the Manager or to Manager will pass title to such Securities, free and clear of all security interests, liens, encumbrances, equities or other claims together with all rights and advantages now and hereafter attaching to such Securities;
Title to the Securities. Such Selling Stockholder owns and on each Closing Date hereinafter mentioned will own the Offered Securities to be delivered by such Selling Stockholder on such Closing Date, free and clear of security interests, encumbrances, and adverse claims (or, in the case of securities convertible into the Offered Securities to be sold for the account of such Selling Stockholder on each Closing Date will own such Offered Securities, free and clear of security interests, encumbrances, and adverse claims) and has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Offered Securities to be delivered by such Selling Stockholder on such Closing Date hereunder; and, upon payment for the Offered Securities pursuant to the Underwriting Agreement, delivery of such Offered Securities, as directed by the Underwriters, to Cede & Co (“Cede”), or such other nominee as may be designated by The Depository Trust Corporation (“DTC”), registration of such Offered Securities in the name of Cede or such other nominee and crediting of such Offered Securities on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim within the meaning of Section 8-105 of the New York Uniform Commercial Code (“UCC”) to such Offered Securities), (A) DTC will be a “protected purchaser” of such Offered Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Offered Securities, and (C) no action based on any “adverse claim” (within the meaning of Section 8-102 of the UCC) to such Offered Securities may be successfully asserted against the Underwriters with respect to such security entitlement.
Title to the Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Purchaser will have or receive good title to the Securities, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Securities may be subject which have been notified to the Purchaser in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Purchaser.
Title to the Securities. Except as set forth in the Pricing Disclosure Package and the Prospectus, the Selling Stockholder has, and immediately prior to the any Date of Delivery, the Selling Stockholder will have, good and valid title to the Securities to be sold by the Selling Stockholder hereunder at the Closing Time, free and clear of all liens, encumbrances, equities or claims, other than the pledge of certain Securities pursuant to the credit agreement, dated April 15, 2008, by and among the Selling Stockholder, Bank of America, N.A. (“Bank of America”), as agent, and Bank of America Securities LLC, as the sole lead arranger and sole and exclusive book manager, as amended from time to time before the date hereof, and the amended and restated pledge agreement, dated June 25, 2008, by and between the Selling Stockholder and Bank of America, as amended from time to time before the date hereof, which pledge will be released at the Closing Time with respect to the Initial Securities and, as applicable, any Date of Delivery with respect to any Option Securities purchased at such Date of Delivery.
Title to the Securities. Such Seller is the record and beneficial owner of, and has good and marketable title to, the number of Securities set forth next to such Seller's name on Exhibit A hereto, free and clear of all Encumbrances except for Encumbrances to be satisfied prior to or contemporaneously with Closing. Except as set forth in Schedule 2.2 of the Disclosure Schedule, such Securities are not subject to any restrictions on transferability other than those imposed by the Securities Act and applicable state securities laws. Except as set forth in Schedule 2.2 of the Disclosure Schedule, there are no (a) options, warrants, calls, commitments or rights of any character to purchase or otherwise acquire Securities from such Seller pursuant to which such Seller may be obligated to sell or transfer any Securities or (b) agreements, arrangements, understandings or special rights with respect to the voting of Shares.
